Brennan Atkinson International Limited

Terms and Conditions of Sale (B2B)

1. Application of Terms and Conditions

These Terms and Conditions apply to all quotations, offers and contracts for the sale of Goods by Brennan Atkinson International Limited (the ‘Seller’) to any business customer (the ‘Buyer’). All orders are accepted and all Goods are supplied subject only to these Terms and Conditions, which shall prevail over any other terms or conditions of the Buyer. No variation to these Terms shall be binding unless expressly agreed in writing and signed by a director of the Seller. Acceptance of delivery of the Goods shall constitute conclusive evidence of the Buyer’s acceptance of these Terms. These Terms are incorporated into all quotations, invoices, and other trading documents and may be viewed at https://brennanatkinson.com/terms-conditions.

2. Interpretation

In these Terms and Conditions, unless the context otherwise requires:
“Business Day” means any day other than a Saturday, Sunday or bank holiday;
“Buyer” means the person or entity purchasing the Goods;
“Contract” means the agreement for the sale and purchase of the Goods incorporating these Terms;
“Contract Price” means the price payable for the Goods as stated in the Contract;
“Delivery Date” means the date on which the Goods are to be delivered as specified in the Contract;
“Goods” means the products supplied by the Seller;
“Seller” means Brennan Atkinson International Limited of Holloway Drive, Wardley Industrial Estate, Manchester M28 2LA, including its employees and agents.

3. Basis of Sale

Sales literature and price lists issued by the Seller do not constitute offers to sell. No contract shall exist until the Seller has accepted an order in writing, issued a quotation expressed as an offer, or delivered the Goods or invoice. Any typographical or clerical error in documents issued by the Seller may be corrected without liability.

4. Orders and Specifications

Orders shall only be deemed accepted upon written confirmation by the Seller. Minimum order quantities apply as stated in the Seller’s price lists or quotations. Where Goods are made to the Buyer’s specification, branded, or customised, such Goods are non-cancellable and non-returnable. The Seller may alter specifications to comply with law or production requirements provided performance and quality are not materially affected.

5. Price

Unless otherwise stated, all prices are Ex Works (Incoterms 2020) from the Seller’s warehouse. The Seller may adjust prices before delivery to reflect changes in exchange rates, freight, import duties, tariffs, labour, materials, or other factors beyond its control. Prices exclude VAT and other applicable taxes, which the Buyer shall pay in addition.

6. Payment

Unless otherwise agreed, payment shall be made in full within 30 days of the invoice date. The Seller may charge interest at 4% per annum above HSBC Bank base rate and may claim statutory late payment interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. If any sum remains unpaid, the Seller may suspend or cancel deliveries and all sums shall become immediately due.

7. Delivery

Delivery shall be made to the location specified in the Contract or by collection from the Seller’s premises. Delivery dates are approximate only and time is not of the essence. Each delivery constitutes a separate contract. If the Buyer fails to take delivery or provide instructions, risk passes, and the Seller may store the Goods at the Buyer’s cost.

8. Inspection and Shortage

The Buyer must inspect the Goods upon delivery and notify the Seller of any visible defects, shortages, or damage within 3 Business Days. Failure to do so constitutes acceptance. The Seller’s liability is limited to replacement or refund of affected Goods.

9. Risk and Retention of Title

Risk in the Goods passes upon delivery. Title remains with the Seller until payment in full is received for all Goods. Until title passes, the Buyer must store Goods separately, keep them insured, and not dispose of or pledge them. If the Buyer resells before payment, proceeds are held in trust for the Seller. The Seller may enter premises to recover unpaid Goods.

10. Defective Goods

If any Goods are defective upon delivery and the Buyer gives written notice within 3 Business Days, the Seller may replace or refund the Goods. The Seller is not liable for wear and tear, misuse, neglect, or alteration by the Buyer. All warranties and conditions implied by law are excluded to the fullest extent permitted.

11. Buyer’s Default

If the Buyer fails to pay or becomes insolvent, the Seller may cancel the Contract, suspend deliveries, and repossess Goods. All outstanding sums become immediately due. The Seller may recover all reasonable debt collection costs, including legal fees.

12. Limitation of Liability

The Seller’s total liability in contract, tort, or otherwise shall not exceed the Contract Price. The Seller is not liable for loss of profit, business, goodwill, or any indirect or consequential loss. Nothing limits liability for death, personal injury, or fraud.

13. Clearance / Branded / Graded Goods

Where Goods are sold as clearance, surplus, or graded stock, they are supplied without warranty as to quality or fitness for purpose. The Buyer acknowledges such Goods may not be in perfect condition and are non-returnable.

14. Confidentiality

The Buyer shall keep confidential all information relating to the Seller’s business and products and not disclose it without prior written consent.

15. Communications

All notices shall be in writing and may be sent by email to the address stated in the order, quotation, or invoice. Email notices are deemed received at the time of sending unless undeliverable. Notices by courier or hand delivery are effective upon delivery.

16. Force Majeure

Neither Party shall be liable for failure or delay due to causes beyond reasonable control, including power failure, strikes, war, terrorism, or natural disasters.

17. Waiver

No failure by either Party to enforce any provision shall constitute a waiver of any subsequent breach or right.

18. Severance

If any provision of these Terms is found invalid or unenforceable, the remainder shall continue in full force and effect.

19. Entire Agreement & Variation

These Terms, together with the Seller’s quotation and any order confirmation, constitute the entire agreement between the Parties. No variation shall be binding unless in writing and signed by authorised representatives of both Parties.

20. Law and Jurisdiction

These Terms and the Contract shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with them.